You are not Them
by Synklo
Summary: A disney's descendants AU for LOSH. Kal-El, or as he preferred Clark, wasn't like his parents. He didn't want everyone on the planet of lost to rot away. Especially not the innocent people born there. He'll start by helping four kids of famous villains, because there's the potential to be good in everyone. (Note: not everyone evil in this is evil in the show.)
1. Prologue

A long time ago, the Kryptonians Jor-El and Lara Lor-Van got married on Earth, it's heroes at the time. Together they united nearly all planets as The United Planets and Jor-El became the president. But to keep all his new citizens safe he took every defeated villain and co-conspirator and banished them to the planet of lost, a desolate nearby dwarf planet. Once there he took the necessary precaution of putting a barrier around the whole planet, one way in, no way out. Underneath this barrier everyone's powers were disabled, if they could be, and there was no technology aside from some refrigerators and the like. Very early 20th century, and certainly not a good place to end up.

But before I continue about that, something else happened that you should know. Many years of the sealing of the lost planet, Jor-El and Lara's son, Kal-El, darted his eyes from one satellite feed to another as he was fitted for a new suit. A super suit, for his first meeting as a potential for the new president of The United Planets. Potential though, was an understatement. Everyone knew that Kal-El may as well have been prince of the land, and even he had to admit that to himself. The planets were his as soon as he was old enough. Which was just what his parents were coming to him to talk about.

* * *

"Kal-El, my boy, how are you?" Jor-El spoke, face beaming with pride. His son smiled at him momentarily before his eyes dragged back to one screen in particular in his room, the feed of the planet of lost.

"I'm great, or well, I would be, if something wasn't bothering me." He sighed, almost turning fully to look at the planet before the tailor smacked him on the arm, rooting him back in place.

"I know that walking in your father's footsteps can be very stressful dear, but you have nothing to worry about." Lara ventured, stepping forward to admire her son's new suit. The blue and red suited him nicely.

"That's not my problem, mom. I actually wanted to...I had an idea. Think of it as my first order as president, or soon to be. To get me started." Kal had started to fidget, but he would stand his ground. He had to, for them.

"Oh? And what would that be?"

"I want to give the children born on the planet of lost a chance. I want them to come to Planetary Prep." Lara drops the cape she was inspecting and Jor-el takes a step back, but Kal speaks before they can. "Not all at once! Just four. And I already picked them."

"Picked them?! No, absolutely not! We cannot allow villains back on our planets. Think of the risk, Kal-El!"

"They're not villains! Their parents are! We can't blame them for what their ancestors have done. They're just…" Kal looks back to the planet. "They're just like me." Jor-El looked at him for a long moment, the silence giving enough time for the tailor to flee, before the president sighed.

"I suppose you are right. Who's children did you pick?" Kal gulps before beginning.

"I picked Ren Daggle, Dr. Mar Londo, Winema Wazzo, and…" He takes a deep breath to try to steady himself, "And Brainiac." The name itself was almost enough to make his father's blood boil.

"Brainiac! Are you out of your mind, Kal-El? Our sworn enemy, he almost wiped out our entire race. He almost wiped out the whole galaxy! How could you even think to—"

"His son is not him, father! He needs our help the most. It's cruel to leave him with someone so… cruel. No one is born evil, there's hope for him. Hope for all of them. I can feel it, father. I know there's goodness there. There has to be."

Jor-El could do no more than blink at his son, unfamiliar with such outbursts. But in his dazed state his wife swooped in for him.

"Kal-El, I'm proud of you for seeing past the hatred we've fed. If you truly feel so strongly about this, we'll do it. Won't we, Jor-El?" Her tone implied that she wasn't really asking.

"Yes, yes, I think we can manage that. But if they slip up, I'm sending them right back where they came from!" Kal beamed at them, running to hug his father.

"Of course! But you won't need to, I promise."

* * *

There, now, back to the story at hand, the planet of lost is a terrible place to end up, run down and rampant with disease and famine beginning to rear it's ugly head. But this is where my closest friends and I live. I'm Brainiac Five, and this is our story.

* * *

An: Hello there, thanks for reading! Now, obviously, there's some good guys in Clark's bad guys list, but in this world they aren't good, and that will be explained later. This is just the prologue. If you want to review, that would make me pretty happy, but you don't have to. Thanks again!


	2. On the way

The planet of lost really wasn't all that more developed than it had been when it was first "colonized". It was just warm enough to sustain life, thanks to the barrier, but still it seemed all too cold. It was hard to go food, or find food, and what food was around was barely worth eating. Mostly rotting fruit from Earth, the capital of The United Planets. How kind of them, right? Brainiac Five couldn't help but think all of this to be a bit unfair, but understood. People were afraid of Brainiac 1 and he couldn't find it in himself to blame them. In fact, Brainiac Five was afraid of him too. He was cold and ruthless, and he had gone through many others to get to him. He was his fifth child, born from some woman on the planet he has never met. Brainiac 1 had molded him into perfection and combined him with whatever tech he could get. Brainiac Five was a cyborg and the only one of Brainiac 1's children to not die of such crude technology. He could almost count himself lucky for having the most advanced technology the planet could manage, but it really wasn't something he had wanted. This wasn't something any of them had wanted.

"Are you gonna eat that?" Cham asked him, leaning against him and pointing to the soft apple he was rolling around the wooden table. Brainiac Five holds it up to him, more than happy to be rid of it.

"Knock yourself out. I don't need it anyway." A quick score from Cham and he gobbled it up, ignoring Brin's disgust from across the table, ears laying back.

"Brainy, you need to eat. Even if it's… gross." Tinya spoke up, eyeing her own mush. It wasn't really anything, but a mishmash of something or other. Brainiac Five sighs, resting his head on his hand.

"Tinya, I haven't needed to eat to stay alive since I was four."

"This stuff wouldn't do you any good anyway." Brin added, pushing his plate of something green away. "It's worse than dog food."

"Aw, do you want some steak?" Tinya laughed, Brin huffed and crossed his arms.

"You guys can say what you want," Cham swallowed another bite of the apple, not needing to chew it. "I want to stay alive long enough to get off this planet." Brin's arms fall, Tinya clasps her hands, and Brainiac Five just drags a hand through his overgrown hair.

"Chameleon Boy, the—"

"There's no way we're getting off this planet. I know, I know! But I've got to hope right? What else have we got." The others remain quiet, going back to picking at food. Was there really anything left to hope for? Other than maybe a painless death. Or a warm place to sleep. Brainiac Five may have been a cyborg, but he could still feel things on his skin. Especially the cold hand dropped onto his shoulder by none other than the Brainiac himself.

"Brainiac Five."

"Brainiac One." As was the customary greeting between them.

"You and your… friends are needed back at our headquarters. Don't waste any more time coming back than necessary." As soon as he appeared he was gone, taking with him the weight around his son's heart.

"What does your dad want with us?" Cham questions through another mouthful.

"More importantly, what does he want with you?"

"Nothing good, I can assure you."

* * *

When they managed the courage to get back to their home, all of their parents were waiting from them, seated at their table. Winema was the first one to look up, and her eyes light up when they fell upon her daughter.

"Tinya! You won't believe our luck. You four have been selected to go to Earth!" She practically sang, sweeping up from the table to her daughter. She grabbed her daughters face. "This is our second chance. I can rule again!" Another of the villains coughs.

"We, I meant we."

"Sure you did." Dr. Londo comments, leaning back in his chair. "Ever since you tried to take over your planet, you haven't been the same."

"Like you're one to talk. You conduct experiments on living beings!"

"Hey, we're all bad guys here!" Ren Daggle pipes up, and the other two glare at him. Brainiac slams a fist on the table, bringing attention to himself.

"There is no time for such squabbles. We have to send the children soon, and I will need full cooperation for this to work. If your children work with Brainiac Five, all of you shall have a place under me." He waits for silence before continuing, looking at his creation. "You, and the others, have been selected to go to the school on Earth that Kal-El himself goes to. While there you will do whatever it takes to get the precognition orb, the High Seer leaves it there, as she runs the school. With it, I will know their every move. Then we can break free of our prison and I can restore order to the world." He stands during his talk and whisks his son out of the room into the hallway. They stand facing each other, the space between them could never be enough.

"The world is fine without you." Brainiac Five spits, glaring at the creature that's supposed to be his father.

"Together we can restore order from those humanoids. I do not need your permission, Brainiac Five."

"I won't do it. You can't make me." They lock eyes, and both glow faintly purple.

"You will do as I say, or I will shut you down." The glow in Brainiac Five's eyes increases before he shuts them, holding his throbbing head.

"Yes. I will." He breathes out, taking a step back.

"Good, now take this. Once you install it, it will give you the ability to access any computer. But it will not work on this planet." He produces a small disk, handing it off to his son, who takes it with trembling fingers. "Pack your things, as well. We must leave soon."

* * *

When they got to the station, Tinya flung herself into the ship, followed by Cham. Brin stood in front of the door to keep their parents from following them, or continuing to bother them. He growls at Winema when she steps closer, and she second guesses herself. Brainiac Five takes one last look at his father before stepping up to Brin, and they both escape into the ship, door air locking behind them.

The ship itself must have been first class, with leather seats and stocked to the brim with food. Candy mostly, and not the stuff they had on their planet, real fresh candy. Cham had already taken a bunch of it out of its containers. Brin stole a few off him, and Tinya stole his. Brainiac Five just sits, trying to breath. The stress was building, and he wasn't sure he could take it.

"Hey, Brainy?" Tinya sat by him, offering a chocolate bar. He takes it, but just sets it on his lap. "...Isn't it nice?"

"Isn't what nice?"

"We're free. We don't have to worry about them anymore, right?" She gazes out the window as they approach the barrier, it ripples and parts as they go through but snaps right back. Could they get them out here?

"I don't know. He said he," He turns his head to look at her properly. "He said he would shut me down if I didn't comply." Tinya sighs, and brings the younger in for a hug.

"Oh Brainy." She didn't know what else to say. What could she? They could still get them, and she didn't want to die. Or be punished again. None of them could take that again. The cold nights alone, the starvation, the manipulation.

"We'll protect each other." Brin adds, having walked over to them, Cham on his heels.

"Yeah, we've got each other's backs. Always have, always will." Brainy smiles at them, a feat not easily achieved, as a bit more weight lifts off him.

"Of course." And together they sat on the way to Earth, their only chance at life left.

* * *

AN: Thanks for reading! So there's a bit of explanation. Winema lost herself to power on her homeworld, and Ren used his powers to commit more than a few armed robberies and wasn't caught for a long time. Thanks for reading, and I'd love it if you reviewed! Also, everyone has their season 1 looks, except Cham, because he's only in season 2. But my Brainy is at least 14, not 12.


	3. Arrival

Tinya could scarcely breathe when they landed, her own heart hammering in her chest. She had never been so far from her mother, never so close to freedom. Maybe so could convince Brainy that everything would be okay, that their parents really couldn't get them. Even if they could, where could they be safer than surrounded by every up and coming hero.

When they got out of the ship they had to get into a vehicle to get the rest of the way to the school. It was more jampacked with sweets and gadgets than the ship, and Brainy did take the time to mess with the game console. It didn't prove to interest him much, not with his mind swirling with all the possibilities that lay just outside the door. How would they react to him, was this really too good to be true? It seemed like it would be trap, just get the kids away from the protection of their parents and kill them off before they can commit any atrocities. And, well, Brainy thought maybe it would be for the best if they just killed him off now.

They lurch to a stop and Cham nearly pukes from that and how much candy he's eaten, from never having it to eating entirely too much. But how could he help himself, he'd never had anything nearly that sweet in his whole life! And this was free, it was a glorious day. Even more so when he finally got to launch himself out of the car and was faced with a small welcoming party on his new home. He wasn't going back to the planet of lost if he could help it.

It's a different story when Brin steps out of the cabin, he can feel the fear in those around them even before the break away after seeing Brainy. He may as go as far to say after seeing any of them, but Brainiac Five was the real icing on the cake for sure. He couldn't stop himself from growling at the fleers, and that didn't help the situation. But if people couldn't see past their looks they weren't with their time anyway. Something so superficial as looks, or even as family, shouldn't be someone's defining feature. His friends were good people, just in the wrong place at the wrong time. Luckily, not everyone ran for cover, as the seemingly main group of people there walked up to them.

"Hello children, and welcome to Planetary Prep. I'm the High Seer of Naltor, or I was until I took of the position of headmistress. But I digress, here will be your new home for the semester! And Kal-El and Irma her will show you around." She was an older woman with beautiful white hair up in a bun atop her head. She puts her hands on the shoulder of the students beside her, Kal-El and Irma, out of superhero garb but still in school uniform.

"It's wonderful to meet you all." Kal-El beams, stepping forward slightly. They all just stare at him as his smile turns awkward, and finally Brainy is the first one to speak.

"Likewise. But could you please get out of my head, I don't appreciate it." His eyes had drifted to Irma, who paled at the realization.

"I'm sorry, I didn't know that you'd…"

"That I'd notice? I'm fairly familiar with the feeling of someone else in my head. But I don't blame you for your caution." They stare at each other for a few extra seconds before Kal-El coughs, bringing the attention back to him, which he deflects to the High Seer.

"Thank you Kal. Now, this school has a curfew so you're not allowed out of your dorm room after eight pm. Other than that, you all have free reign of the campus. I hope you all enjoy your stay here." And with that she left them, off to do some probably important paperwork. Probably for them. Some more time is spent blinking together before Kal once again takes the lead, stepping up to them and shaking each of their hands individually.

"I'm so glad you all came, and that we can finally begin to reintegrate our people. To begin a healing process that could take years. This is the dawn of a new era, and I'm honored to be experiencing it with all of you." He finishes out standing beside Brin, and both Cham and Tinya are trying to hold back their laughter, but Cham breaks first.

"Haha, oh man! How long have you been rehearsing that?" He holds a his fist up to his mouth to try to quiet himself, thinking passively of this not being the time nor place.

"A bit much?" Kal smiles, more genuine than the last, and Tinya flat out laughs at him.

"Try a lot. I think you may be overreacting just a bit." She takes the opportunity to squish her fingers together to show him how little.

"Alright, I get it. Would you all let me show you around?" There's no malice in his voice like Brainy was expecting and he almost smiles. Almost.

"That'd be great." Brin answers, still trying to maintain aloofness. They had a job to do, and he couldn't let any petty feelings get in his way.

"Thank you, Kal-El, for your hospitality." Brainy adds, already going for the brownie points he can cash in later for manipulation.

"Please, call me Clark. Oh, and this is Irma." He gestures to his forgotten friends, the psychic. She just nods at them, stiff as a board. "Now, if you'll let me, I'd love to show you guys around." He began to walk away and everyone follows, being led through the courtyard to the intimidatingly tall double doors of the school. Cham feels himself gulp, fear beginning to replace excitement. This was going to be a long day.

* * *

AN: Whoop, chapter 3! I wanted to get this out sooner, so it's a bit short. But I wanted to respond to the reviews I got, and just something in general. Thank you to nolionsintokyo and superherofangirl for the reviews but I feel like I'm going to have to disappoint you. As it is in the characters, Brainiac Five and Superman are going to be a couple. That was my plan from the beginning, and I don't feel the need to change it. ALSO don't call it slash. That's really...I don't appreciate that, as a gay guy. Something just sounds off about it, reminds of some darker days on this old site. So yeah, just say that they're going to be gay or something? Ask if there will be gay ships rather than slash. Although Superman is probably Bi in this story, and Brainy is more demisexual/romantic. Still though. Sorry, bit of a rant there. But there will be straight ships too, if that helps. Thanks for reading!


	4. It's not Fair

When they got inside the whole place looked lined with metal, and far more structurally sound than anything on the planet of lost. Stairs were on either side of the room but the walls broke into hallways a few times. Just from standing in the lobby you could feel the size of the place. Brainy attempted to scan the walls to see what kind of technology he had to deal with, but he didn't really have enough experience to actually tell. He'd be damned if he asked about it though.

"So do you guys have, like, all the new tech? Video games? Cell phones?" Cham, however, had no such pride.

"Uh, yeah. That's pretty normal here." Clark shrugs, happening to glance up at the stairwell at the right time. "Oh, Chuck! Come here." Said boy comes down the stairs, clipboard in hand.

"Yeah?"

"Chuck, these are the new students. Guys, this is Chuck. He's organized your classes and he'll show you your dorm rooms. Right Chuck?" Clark looks expectantly at Chuck who nods.

"Yep. You guys have got all the requirement classes for now, and an extra, remedial goodness."

"I'm gonna guess that's a new class?" Tinya raised an eyebrow and Chuck shrugs nervously.

"Alright! So, if you guys need anything just ask—"

"Chuck. He'll help you." Irma throws in, standing with them but just a few inches away. Her stare was cold, but Brin's could match it.

"...Right. Ask Chuck." Clark looked like he wanted to say more, but Irma whisked him away in no time flat. The descendants blinked at her speed for a moment, until Chuck clears his throat.

"There is one thing I have to tell you guys," He gulps. "The living arrangements are kinda tight, and they didn't really want you guys rooming with anyone else so...They picked Brainiac Five to room with Tinya." Brainy just stares at him, unamused and overstressed. She just hugs him, shaking them both around.

"I get to share with my little brother!"

"Please let go of me."

"Yeah… So your dorms are thataway." Chuck points to the right, and they head off, getting the not so subtle hint to leave him alone.

* * *

The room itself probably wouldn't be considered perfect, but it was still pretty nice. There were two plain beds, two dressers, and a connecting bathroom. But these kids hadn't ever really had much of even a bed before. Or many other clothes to change in to. Or heat. The heat was probably the best part, not even just the heating systems but the warmth on the whole planet. The planet of lost was always cold.

"Brainy, we have our own bathroom. Our. Own. Bathroom!" Tinya had just phased in and out of the door in her excitement, phasing through most everything because she wasn't thinking straight. Maybe they could get some money together and go clothes shopping? She'd have to bring all her boys along, whether they wanted to or not. But that could wait, because this room was far more than the closet she'd been expecting them to put the children of villains into.

"It is nice. I just…" Brainy trailed off, dragging a hand across the bed covers. They were soft, but it hurt. It hurt to see something he could have.

"...I know. But hey, we've got right now, don't we?" She walked over to him and hugged him, and he hugs her back this time.

* * *

As it turns out, right now didn't last very long. By the time Brainiac Five had centered himself again, night had already fallen, and it would be time to move soon. The only good news of the day had been that Brin had gotten him a laptop, the best one he could get. It wasn't hard, they really just let the students take them, even one like him. He had watched Brainy tap away for an hour before he had to intervene.

"Are you okay?" It was a simple question, but it didn't help, only made Brainy's current condition worse. He could feel himself slipping under the weight of their task. How could he do this? How could he make his friends do this? Even worse was the disk, seeming to burn into his skin from it's place in his pocket.

"Yes, Brin. I am fine." He mutters, continuing to tap on the keyboard. He had found where they were supposed to go awhile ago, it wasn't a hidden thing they had to find. It was just in the adjacent building, the history museum. The people on Earth had become so unguarded, and he had to take advantage of their trust. It was unfair.

"No, you're not." Brin initiates a staring contest with the 12th level intelligence. He's not stupid, he can sense when one of his friends is in trouble. Or turmoil. Not that Brainy was as good at hiding his emotions as he thought, but Brin wouldn't tell him that.

"Yes I am."

"I can tell you're lying, y'know."

"...Well, why should I be fine? We were invited to Earth and treated with as much hospitality as they can afford, and now we have to betray them. Potentially leading to all of their deaths. So you're right, I'm not fine." Brin puts up his hands to show he meant no harm, and Brainy ducks his head back to the laptop, ashamed at his outburst.

"Sorry. I know it's not fair." Brin turns his head to scan the room for a second. "We don't have to do this."

"Yes, we do."

"Why?"

"They'll find us. They always find us."

"We're not even on the same planet anymore. There's a barrier."

"He'll break it. I know he will. He won't let me go." He's looking up again, and he looks so much older than he really is, so tired. Brin can feel the same, the same regret and guilt burning in his heart. He knows what it's like to be your father's science experiment. Knows what it's like for them to hold the reins on your life.

"You'll always have us." Is all he can say, though. He hopes he simplifies all he's thinking into that sentence. But most importantly, that they'll do this for him. It does seem to pacify Brainy, and he goes back to pretending to be doing something.

* * *

AN: Sorry I didn't update yesterday, I got a bit busy with school. But also, yeah superhero fangirl it's okay. Sorry to make you feel bad. :( Anyway! So yes, yes Irma doesn't trust Brainy, and Brainy doesn't trust himself. And life is unfair.


	5. Eyes of Hate

It was the hour of the crime, basically now or never. They had all already regathered themselves. They were there for eachother, no matter what. And they had to do this, no matter what. If they didn't, the backlash was going to drown them. If they did… maybe that was best to not think about.

Breathing became much harder when they were there, standing by the sign, buying time. Tinya could see the fear on everyone's faces, and couldn't help but to doubt if any of them actually wanted to do this. But, really, she had known that from the beginning. They weren't evil, weren't like the parents. If anything they were victims of theirs too, puppets dangled by nooses. And they were pulling tighter.

Brin's the first one to step towards the door, motioning for the others to follow as he slunk through the dark. The trip to the door was quick, it's shine reflecting them back. Brainiac Five almost closed his eyes, but thought better of it.

"How do we get in?" Cham whispered, peering into the windows from where they were all crouched. "And what about security?" He points out the walls lined with cameras, and the monitoring screens not too deep inside.

"I can take care of that. But first, I'll need to download the file my fa—Brainiac gave me." He lifts it from his pocket, it gleamed in his grasp, but it snapped down as Brin gripped his wrist.

"Are you sure that's a good idea?" Tinya was the one to speak, eyes flicking from Brainy to the disk.

"There aren't any other options." Slowly Brin let him go, and he took to the disk to his insignia, putting it in the drive that opened there. His eyes began to glow faintly but after a few moments he blinked, standing up to look in the windows. His eyes move to the panel inside. It promptly exploded, and Brainiac Five threw open the door with a single touch. Cham peeked in from his spot on the ground before dragging his eyes up to look at his friend.

"What?"

"I let out a pulse. It… shut everything down." He blinks for a moment. "I… learned a lot from that disk."

"...Okay." Tinya drags out the o, "Let's just get the orb and get out of here!" She hissed and they scampered, Brainy leading the way to a staircase. The stairs were cold, and only served to sink the feeling of failure in them. At the top, the first exhibit was famous villains, how lucky could they be. Front and center were true to life statues of their parents, Brainiac the center with the others flanking him. They all stood imposing, evil leaking from their frames. It filled the room like a gas, wisping around them and nearly suffocating them. Cham starts hacking, almost willfully, unsure what to do with the face of his father staring back at him, hatred reflected in his eyes. Brin's the one to usher him out, and with one look back at Brainy, Tinya follows.

"Father." Brainy found himself whispering, the word sounding foreign, unused and abandoned. The more he looked at it, the more alive it seemed. It left a sick feeling on his skin, and he almost ran off to find the others, but it really did move.

"You are not to call me that. I am not your father, but your creator." The statue droned just as Brainiac would, and it took all of the younger's logic to truly believe it wasn't him.

"You're not real."

"I am an addition from that disk. A projection from your mind. But that does not make me any less real." He steps forward but his footfalls bring no sound. Brainy steps back subconsciously. "I have noted hesitance in your mind." He stares down his son, and he can't speak, only feel his throat close.

"You will get the orb, and bring it back to me. Or I will shut you down. Permanently." Brainiac Five ran, and ran, and ran until he smashed into Cham, fully recovered from his coughing fit.

"Whoa! Easy there." Cham tries to hold up the Coluan, but it does nothing to ease him back to reality, and the glowing purple eyes begin to frighten him. "Hey, wake up!" Brainy makes a choking noise as his eyes dim back to normal.

"Wha...Oh, Cham. Yes, I'm sorry." He regains his center of gravity. "My… the statues distracted me."

"Yeah, I get that. Seeing my dad like that was...weird. It made him seems worse," He laughs. "Could you imagine that? As if our parents could get any worse. They don't even love their own kids."

"Of course they don't. We're just pawns that can't leave them."

"You got that right. But hey, we have each other?"

"Always."

* * *

He can feel himself breathe again when they have their sights on the orb, heavily guarded, but the orb none the less. It looked so easy to just reach out and grab it, the shield around it transparent. It took a lot of willpower for Brin not to just reach in, grab it, and run. But that was a terrible plan, and he knew it.

It was a few pregnant moments, with only the sound of their breathing to fill the room. Peaceful, almost, enough to sway the tide in the favor of calm. But that could not last. Oh no, never.

"We have to take it." Cham was the first to speak up, tearing his eyes away from it to look at who really was his family.

"We can't. There's a forcefield." Brainy spoke, voice falling to the floor the instant it left his mouth.

"If we try, maybe we can just break it."  
"I could break it."

"That's not a good idea."

"What else am I supposed to do? Sit here until they come to get us! We have to get it now." Brin growled out, swinging for the field and managing to get his arm just barely through it when the alarm began to go off, shrill and deafening. The red lights flashed all around them, seeming to trap them. But as they cowered that wasn't really what had made them crawl to each other and give up.

"Superman, I told you they would." Irma spoke up, coming through the doorway. But now she was dressed in pink and white garb as opposed to her uniform. Clark followed her, in red and blue.

"But weren't you listening? This isn't them, Saturn Girl. It's their parents. I know it is." He defends them, almost forgetting to not step into the psychic's field of influence. "We can still help them." She sighs, knowing full well that this was coming.

"Clark. I know that you're heart is telling you this, but I saw it. We can't trust them. I don't want anyone to have to get hurt because of this."

"You're hurting them."

"Please, don't." She tore her eyes away from her captives, only to be met with pure confidence.

"Saturn Girl, I know it. I can help them. We can teach them to be good, even to be heroes, like us. You saw it, they have powers too."

"Powers don't make the hero."

"A chance. Everyone deserves a second chance. No one else has to know, just me and you." The warning of his father still rung in his ears. He couldn't know, he couldn't send them back so soon.

"I know. You're right. I'm just worried for the others." She brings a hand up to her temple, instructing the children of evil to fall asleep. "I wanted them to be good too."

"They will be. We just have to teach them that they can be."

* * *

AN: It's been awhile, and sadly this is no longer than normal. I'm very sorry, things have just been a little off kilter on my end. But thank you for the kind words in the reviews! Also, here we're going to have a bit of a break from the plot of the movie. Superman is definitely taking a more...hands on(?) approach the Prince Ben, on teaching right and wrong. Or in this case, that you're safe to be good. Thanks for reading!


	6. Shenanigans

When Brainy woke up he was faced with Clark, but decked out in a supering outfit. He blinked a few times before settling with the fact that this was reality. Reality being Clark sitting crisscross in front of him, smiling. A smile that didn't match in with the last thing he remembered.

"Hey, you're up! I've kind of been waiting for one of you to wake up." He laughs, and it felt real, resonating with Brainy. "Saturn Girl really put you guys out." This took brainy from awe to stark terror, swinging his head around to look at his teammates leaning against each other, fast asleep.

"Whoa, hey! I don't wanna hurt you guys." He sighs, and Brainy only looks at him from his peripheral vision. "I just want to know why. Why'd you try to steal that orb?" He points, they're still in the room with it. It's reflective surface tortures Brainy, ashamed of how he looks. Maybe because he's been confronted with what he is, but he's not sure.

"I had to." He finds his voice while staring into the eyes of a scarred child. The purple hurts him too.

"But why?" He can practically feel the gold of his captor's heart trying to reach him, but he will not let it. It wasn't right to either of them.

"I'm a villain." Clark glares at him, the anger looking out of place.

"No you're not! You're you. You can be whoever you want to be." But the grip of a brainiac is tight on the back of his head.

"No I can't. Kal-El, we have a destiny." He locks eyes with him, his supposed sworn enemy. Their fathers would like that, wouldn't they?

"What? Nothing is ever set in stone." Clark brings his hands up in front of his face, trying to form something with them to get his point across. "We can be whoever we want to be." The hands fell back to his lap.

"Maybe you. But not me." Part of him smiles, but it feels fake as it pulls across his face. "My choices are made."

"By who?" It's desperate, almost a plea. And it shatters the wall he had around his heart.

"My father."

"You don't have to worry about him anymore! He's stuck on the planet of lost, there's no way he can get to you now." Clark tries to say something else, but his gears seem to stop turning for a moment. Brainy rests back against the wall, breathing slowly, and trying to come to grips with returning to his planet empty handed. Time passes again until Brainy speaks up.

"Do you think I never tried to run away?" His voice knocks the hero out of his stupor, who blinks at him.

"I'm sorry, what?"

"Do you think I never tried to run away?" He repeats, staring into his eyes. "I may be doing this now, but I've never been complacent. I didn't want…" His voice betrays him, cracking and threatening to break. But he couldn't allow that, not here, not in front of him.

"No, no of course not. You… you tried to run away?" He hadn't actually expected that. Why would he, should he have? He couldn't tell by just looking at them.

"You don't want to hear about this, Kal-El." He allowed himself to show a hint of concern, this really wouldn't have been kind to tell someone so pure, Kal-El couldn't possibly know of any true horror in the world. It had all been sealed away on his home planet.

"Yes I do. I want to understand you, Brainiac Five. Please."

"Maybe you could, later, but you'd have to keep us on Earth for that."

"I wasn't going to send you back." Clark almost smiles. "Think of it as a second chance, just don't tell anyone, okay?" It was Brainy's turn to blink owlishly.

"What?"

"You're not leaving. I'm going to help you guys, whether you like it or not." He coughs into his fist, and adds in a softer voice. "I'll even protect you." Brainy watches him, and thinks. This could be good, this could, this could help them. Just maybe, emotions were swaying the scales to win over his logic.

"Okay."

* * *

The next morning they were all back at the school, and even though it was hard to grasp they understood what had happened, and that they were currently being given a second chance. But now was the choice on whether they would take it or not.

"We just have to get to it now, right? We have time to form a better plan." Tinya grumbles, arms crossed, glaring at the ground they're sitting on.

"Yeah, now that we know what we're dealing with. There's gotta be a better way to get it and then get off this stupid planet." Cham spat, head propped up on fist. The kindness here drove him crazy, and he couldn't stand the thought that none of these people had to deal with real pain. It still wasn't fair.

"...Maybe. But maybe not." Brainy's mind was muddled, weighed down with thoughts of Brainiac and Kal-El. He wasn't sure who he had more belief in anymore. "Kal-El said… he said he'd try to protect us."

"A supermini won't stop our parents. You know them, they'll never stop," The Durlan snarled. "They're banished to an inescapable dwarf planet and they still haven't given up."

"Why don't we just wait it out? Give us some time to adjust." Brin suggests, looking at Brainy, who nods, but doesn't make any other show that he heard him.

"That's not a bad idea. I guess we can work with it?" Tinya turns to Cham, who just grumbles. "That settles it then. Great idea Brin!"

* * *

Brainy didn't have much trouble with the classes, that is until he came across the only one he had with his friends. Remedial Goodness, with just them, and the Seer herself.

"Now class, if you find a baby on the street do you A. Leave it, B. Take it somewhere safe, C. Digitize it, or D. Maul it?" She smiled at them, hands clasped in front of her, but all of her happiness looked forced. Not to mention that all the questions were like this, and always were aimed at at least one of them. Her stare found it's way to where Brin and Brainy's table, who couldn't look more disinterested. Her plastic face comes fairly close to twitching before Brainy sighs, deciding to humor her.

"Is it, oh I'm not sure, digitize it?" Tinya feels her heart swell with pride as Cham snickered at the shade of red the woman's face went as she tried to recompose herself.

"Brainiac Five, are you answering incorrectly on purpose?" Her voice's fake pep falters, anger sifting in through the cracks.

"Of course not, Ma'am. I just can't figure this out. Was that really not the right answer?"

"The right answer was B, take it somewhere safe." She turns back to the board, moving her hand over it to erase the hologram. She stands like that before turning around, an almost devious glint in her eyes. "You know, Brainiac Five, if you're really having such a hard time understanding, you should consider a tutor. In fact, I think I know just the one. I'm sure the extra time will help you with the subject. See me after class and we'll set it up." She then turned back around, writing the newest problem on the board. Brainy can feel his face pale, cursing his luck for inadvertently sentencing himself to more of this unnecessary class. Of course he knew he had to take the baby somewhere safe. He wasn't born evil, or stupid. Tinya shoots him a sympathetic look as he sinks his head into his hand.

Luckily this had been the last class of the day, or Brainy would have been even more annoyed than he already was that he had to stay late. But really his annoyance levels were rising anyway, since the High Seer had already briefly accused herself to make a call. But he masked that when she came back, not wanting to bring any more attention to himself. It would just ruin his plan later. Whatever that ended up being, he still had to choose.

"Good news, I asked your future tutor, and he said he'd be more than happy to help you! In fact, he's on his way right now. He seemed rather excited to be of help. Funny how that works out, isn't it?"

"Yes. May I ask who it is?" May I ask who I'm going to be stuck with for, presumably, the rest of the term.

"Oh don't worry, he'll be here soon. In fact, I don't think it should take him more than a few more seconds, so just be patient." She smiled at him, but it only brought fear to the pit of his stomach. It worsened when the door opened, even though he couldn't see who it really was yet, he was just being scared preemptively.

"Is he still here?" Oh no.

"Yes, Kal-El, he's right over here." She gestured to Brainy, who paled even more than

earlier. Really, did it really have to be him? Right now wasn't the best time, not when he had to be thinking about whether he trusted his father to kill him more than he trusted Kal-El to protect him.

"Great, thank you." He floated over to Brainy, smiling. "Can we get started now, or is it not a good time?"

"Oh, it's a perfect time! Take him and teach him all you know, Kal." The headmistress answered for him, pushing him towards the other.

"Will do." Kal-El reached out to him, and Brainy glanced from his hand to his face a few times before he retracted it. "Come on, I'll show you to library."

* * *

When Tinya found herself wandering the hallways alone after classes, she couldn't help but to sigh. If she was being honest with herself, she wanted to stay here. She just wanted to be a normal teenager, and certainly didn't want to aide her mother in becoming a tyrant. But she couldn't let her and her friends die. And surely they would, as soon as their parents got off that rock. And they would, as soon as they found out their kids defected to the other side. It was pretty much a cycle of misery, and the one thing she really wanted was to be free of it.

But when she saw a girl that looked suspiciously like the High Seer, she followed her, thinking only of getting that damn orb. She followed her all the way into one of the bathrooms, seeing her pushing her face around with her hands and yanking on her hair. Before she could help herself she rushed over, pulling the girl's hands away from her head.

"Be careful! You could end up ripping all your hair out." She laughed softly, but it's only met with silence.

"I know. That's the point." Tinya blinks at her, taking a step back but not letting go of the other girl's wrists.

"Why would you do that? It's so pretty." The girl yanks her wrists from Tinya's grasp, folding her arms close to her.

"No it's not! Don't lie to me."

"I'm not lying! W..why do you think I'm lying?"

"Because they're always lying! Say it, say it to my face! At least give me that." Tears were beginning to spill out of her eyes, and Tinya's heart broke for her.

"You're very beautiful. Maybe just a little too closed off. Here." She turned the sniffling girl to the mirror. "See if we let your hair down, oh wow. That's some gravity defying hair you've got there. But still, very pretty." Tinya ran her fingers through the other girl's hair, who was calming down.

"You think so?" She whispered, wiping at her eyes.

"Oh yeah. I think maybe you could use a haircut, and more… complimentary makeup, but you're great without it." She threw an arm over the other girl, smiling at her in the mirror. The white haired girl's face brightens when she smiles back at her.

"Thank you. I just… I guess I was having an episode. It all got to be a little too much." She sighed, breaking away. "But, I don't think I've seen you around before." Tinya forces a laughs, rubbing her neck.

"Ah, right. Um, that would be because I just transferred… from the planet of lost." Her conversational partner's eyes widen for a moment, but her face settles back to casual.

"Really? I'd never have guessed." She looks at Tinya for a moment, seeing her deflate and step back. "I'm Nura Nal. It's great to meet you." The look on her new friend's face was worth it.

"I-I'm Tinya Wazzo." She filed in, blinking at Nura a few more times before trying to continue. "I haven't really made any friends here before so I do—"

"Do you want to come over to my dorm? Maybe help me with my makeup?" Tinya smiles and nods gratefully, so Nura takes her hand and leads her out of there and too her room, obviously, the people from that planet weren't as evil as their parents lead them to believe.

* * *

AN: Longest chapter so far, full of school shenanigans. Also Dream Girl appears! I really like all the season 2 introduced characters, I just wished we had more time with them... Anyway, I've just got this desire to add an all female couple into this fic. But I think I'd have to break up a pre-decided straight pairing to do that, so not sure. Well, thanks for reading, and thanks for reviews!


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